e. Jail land-purchase agreement - Laserfiche WebLink

13.8 Counterpart Execution. This Agreement may be executed in counterparts, each of which will be deemed an original document, but all of which will constitute a single document. This document will not be binding on or constitute evidence of a contract between the parties until such time as each party has executed a counterpart of this document and a copy thereof delivered to the other party to this Agreement. 13.9 Assignment. SELLER may assign its rights hereunder to an entity of which SELLER, or its principals, is (are) a principal, provided (i) SELLER remains liable for all obligations hereunder, and (ii) such designation is made at least fifteen (15) days prior to closing. 13.10 Governing Law. The parties hereto do hereby agree that the substantive laws of the State of North Dakota govern the validity, construction and enforcement of this Agreement. 13.11 Brokerage. The SELLER and BUYER each represent that the sale hereby contemplated was brought about solely by their joint efforts, and that neither party has dealt with a broker in connection with the Property. The BUYER agrees to defend, indemnify and hold the SELLER harmless from any claim for real estate brokerage commissions asserted by any person as a result of dealings with the BUYER. The SELLER agrees to defend, indemnify and hold the BUYER harmless from any claim for real estate brokerage commissions asserted by any person as a result of dealings with the SELLER. 13.12 Section 1031 Like-Kind Exchange. The Property is currently used for the production of income or for investment purposes. At SELLER'S request, BUYER agrees to purchase, directly or through an escrow agent, certain real property identified by SELLER ("Replacement Property") to be used in a like manner as the Property and to transfer the Replacement Property to SELLER in exchange for the Property pursuant to the Real Property Exchange Services Agreement executed by SELLER. BUYER'S obligation to pay the Purchase Price of the Replacement Property shall be limited to the Purchase Price, less any deductions for SELLER'S costs of sale and closing to be paid or credited against the Purchase Price. Any excess of the Purchase Price for the Replacement Property above the limit of BUYER'S obligation described in the preceding sentence shall be paid by SELLER, directly or into escrow, pursuant to the Real Property Exchange Services Agreement. The parties agree to carry out said exchange as a like-kind exchange under Section 1031 of the Internal Revenue Code and pursuant to the terms and conditions of the Agreement. Notwithstanding the foregoing, SELLER agrees to consummate the like-kind exchange transaction through and with a Qualified Intermediary with whom BUYER shall cooperate without being obligated to take title to the Replacement Property nor be obligated to convey same to SELLER. The SELLER shall indemnify BUYER for all expenses to facilitate this Section 1031 Like-Kind Exchange. 13.13 Effective Date. This Agreement shall be deemed effective as of the date first above written. 7